**TBS
        INTERNATIONAL LIMITED &
SUBSIDIARIES                                           EXHIBIT
        10.5**




**AMENDMENT
      NO.2 TO**


**SHIPBUILDING
      CONTRACT**





FOR





CONSTRUCTION
      OF ONE


MULTI-PURPOSE
      VESSEL





(HULL
      NO.NYHS200724)








This
      **AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT**, is entered into
      this****27th day of June, 2007, by and between**MCHENRY MARITIME CORP.,** a corporation organized and existing under the
      laws of the Marshall Islands, having its registered office at Trust Company
      Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
      (hereinafter called the "**BUYER**") on one part; and**CHINA
      COMMUNICATIONS CONSTRUCTION COMPANY LTD**, a corporation organized and
      existing under the laws of the People's Republic of China, having its registered
      office at No.C88, An Ding Men Wai Street, Beijing 100011, the People's Republic
      of China (hereinafter called "**CCCC**"),and **NANTONG YAHUA
      SHIPBUILDING CO., LTD.**, a corporation organized and existing under the
      laws of the People's Republic of China, having its registered office at 1#
      Hongzha Road, Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic
      of
      China (hereinafter called the "**BUILDER**") on the other part,
      CCCC and the BUILDER being hereinafter collectively called the
      "**SELLER**"





WHEREAS,
      BUYER and SELLER entered into a Shipbuilding Contract dated the 24th day of
      February
      (hereinafter called the “Shipbuilding Contract”), for the construction and
      delivery of a multi-purpose vessel as more fully described in
      the  Shipbuilding Contract, and having BUILDER’S Hull No. NYHS200724,
      (the “VESSEL”).





WHEREAS,
      the Shipbuilding Contract, Article 1.2, provides, in relevant part that all
      fees
      and charges payable to the Classification Society for its services during the
      construction of the VESSEL in connection with obtaining the classification
      and
      relevant statutory certification shall be for the account of the SELLER (such
      fees and charges hereinafter called “Classification Fees”), and





WHEREAS,
      BUYER and SELLER have agreed that BUYER will pay, on behalf of SELLER, the
      invoices presented by the Classification Society and approved by BUYER and
      SELLER for Classification Fees, when due, but only up to a maximum amount of
      US$175,000, and that consequently the price of the VESSEL will be reduced by
      such payments,





**NOW,
      THEREFORE,** in consideration of the foregoing premises and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, BUYER and SELLER hereby agree as follows:





**A.**
            The
                sixth paragraph of Article 1.2 of the Shipbuilding Contract is hereby
                amended to read as follows:





All
      fees
      and charges incidental to the Classification Society and to comply with the
      rules, regulations and requirements defined in this Contract as well as
      royalties, if any, payable on account of the construction of the VESSEL shall
      be
      for the account of the SELLER, except as otherwise provided and agreed
      herein.  Notwithstanding the fact that such fees, charges and
      royalties shall remain for the account of SELLER, BUYER will pay the invoices
      presented by the Classification Society and approved by BUYER and SELLER for
      such fees, when due, up to a maximum amount of US$175,000.00. The key plans,
      materials and workmanship entering into the construction of the VESSEL shall
      at
      all times be subject to inspections and tests in accordance with the rules
      and
      regulations of the Classification Society.





**B.**
            Article
                2.3(d) of the Shipbuilding Contract is amended as
                follows:





(d)
      4th
      Instalment:





The
      sum
      of United States Dollars six million eight hundred twenty (US$ 6,825,000) only,
      shall become due and payable and be paid within five (5) New York business
      days
      of the receipt by the BUYER of a telefax notice from the SELLER attaching a
      Stage Certificate in the form of the draft attached as Exhibit “D”,
      countersigned by the Classification Surveyor, certifying that the VESSEL has
      been successfully launched.





**C.**
            Except
                as expressly provided in this Amendment, all of the terms and conditions
                of the Shipbuilding Contract shall remain in full force and
                effect.





**D.**
            The
                parties hereto agree that the validity and interpretation of this
                Amendment shall be governed by and interpreted in accordance with
                the laws
                of England.











In
      WITNESS WHEREOF, the parties hereto have caused this
      Contract   to be duly executed on the day and year first above
      written.








**THE
      BUYER: MCHENRY MARITIME CORP.**











By        : /s/
        Martin D.
        Levin
 Name      :  Martin
        D. Levin
 Title     :  President
 
 
 **CCCC
        : CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD.**
 
 
 By        :  [Not
        legible]
 Name   : 
        [Not
        legible]
 Title     :
 Witness   :**CCCC SHANGHAI EQUIPMENT ENGINEERING CO., LTD**
 
 
 **THE
        BUILDER: NANTONG YAHUA SHIPBUILDING CO., LTD.**
 
 
 By        :  [Not
        legible]
 Name   :  [Not
        legible]
 Title     :
 Witness   :